Stuart L. Levenick
Lead Independent Director at ETR
Board
About Stuart L. Levenick
Stuart L. Levenick (age 72) is Entergy’s Lead Independent Director, serving on the Board since 2005 and as Lead Director since May 2016. He brings senior operating experience from Caterpillar Inc. and extensive public company board leadership, with current roles at W.W. Grainger, Inc. (Lead Independent Director) and Finning International, Inc. . The Board has determined he is independent under NYSE standards; the only non‑independent director is the Chair/CEO . Board tenure matrix shows 20 years of service; the retirement policy is age 74 unless the Board approves an exception .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President and Executive Office Member | 2004–2015 | Led global operations at a major industrial manufacturer; deep operational and financial expertise . |
| U.S. Chamber of Commerce (Washington, D.C.) | Executive Director | Not disclosed | Public policy and stakeholder engagement experience . |
| Association of Equipment Manufacturers (Washington, D.C.) | Executive Director; Past Chairman | Not disclosed | Industry advocacy and governance experience . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| W.W. Grainger, Inc. | Lead Independent Director; Director | Director since 2005; Lead Director since 2014 | Board leadership at an S&P 500 industrial distributor . |
| Finning International, Inc. | Director | Since 2016 | Global heavy equipment dealer experience . |
Board Governance
- Current ETR board roles: Lead Director; Chair, Corporate Governance Committee; Member, Executive Committee; Member, Nuclear & Operations Oversight Committee .
- Lead Director term/selection: Appointed by independent directors for three-year terms; Levenick’s latest term began May 2022; the Board will elect the next Lead Director in May 2025 .
- Lead Director duties: Presides over executive sessions; liaises between independent directors and Chair/CEO; reviews agendas; calls independent director meetings; conducts individual director performance discussions; co-leads CEO performance review; assists with director recruitment; shareholder point of contact .
- Committee activity (2024): Corporate Governance (6 meetings, oversight of director nominations, board/committee self-evaluations, non‑employee director compensation, sustainability oversight) ; Nuclear & Operations Oversight (5 meetings; expanded in Oct 2024 to oversee generation, transmission & distribution operations) ; Executive Committee (no meetings in 2024) .
- Attendance and engagement: Board met 9 times in 2024; each incumbent director attended at least 96% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Independence and practices: 9 of 10 directors are independent; executive sessions at each regular Board meeting led by the Lead Director; annual Board/committee/individual director evaluations were facilitated by an independent third party in 2024 .
- Shareholder vote signal (2025 election): Levenick received 344,462,750 For; 14,709,856 Against; 356,240 Abstentions; 30,511,683 broker non‑votes—higher “Against” than peers, a monitoring signal for investors .
Fixed Compensation (Non‑Employee Director)
| Component | Policy Amount | 2024 Actual (Levenick) |
|---|---|---|
| Quarterly cash retainer | $29,375 per quarter ($117,500 annual) | $188,000 fees earned (includes Lead Director and chair/member retainers) |
| Lead Director annual retainer | $35,000 | Included in fees earned |
| Corporate Governance Committee Chair retainer | $20,000 | Included in fees earned |
| Nuclear & Ops Oversight Committee member retainer | $18,000 | Included in fees earned |
| Program changes effective June 1, 2024 | Cash retainer up $5,000 annually; equity awards up $5,000 annually; SRP phantom units up $5,000 annually | N/A (structural change context) |
Notes:
- No per‑meeting fees disclosed; compensation is retainer‑based with committee and leadership premiums .
Performance Compensation (Director Equity; service‑based, not performance‑based)
| Equity Element | Grant Value/Frequency | Vesting/Settlement | 2024 Actual (Levenick) |
|---|---|---|---|
| Quarterly common stock grant | $23,125 per quarter ($92,500 annual) | Shares; directors may elect deferral to phantom stock units, which accrue dividend equivalents | Part of $170,410 aggregate grant date fair value |
| Annual SRP phantom stock units | $85,000 grant value | Vested at grant; payable in ETR shares upon Board separation; dividend equivalents payable in shares; payout scheduling per SRP terms | Part of $170,410 aggregate grant date fair value; 1,424 SRP units granted to each director in 2024 |
| 2024 Stock awards aggregate grant date fair value | — | — | $170,410 |
Other:
- “All Other Compensation” includes SRP dividend equivalents and benefits (e.g., annual physicals). Levenick: $67,949 total; SRP dividend equivalents approx. $65,932 .
Other Directorships & Interlocks
- Current public boards: W.W. Grainger, Inc. (Lead Independent Director); Finning International, Inc. (Director) .
- Related‑party/transaction review: Corporate Governance Committee administers policy; company states no related party transactions since Jan 1, 2024 .
- Outside board service limits: Non‑employee directors may serve on no more than four other public boards (stricter limits for Audit Committee members); time‑commitment policy enforced annually .
Expertise & Qualifications
- Operational excellence at scale: Senior executive roles at Caterpillar; robust leadership in capital‑intensive, industrial operations .
- Governance leadership: Lead director experience at two public companies; corporate governance and sustainability oversight (chairs ETR’s Corporate Governance Committee) .
- Stakeholder/public policy: Executive roles at U.S. Chamber of Commerce and AEM; adds policy and stakeholder engagement perspective .
Equity Ownership
| Item | As of/Period | Amount |
|---|---|---|
| Beneficial ownership (shares column includes director phantom units per footnote) | March 7, 2025 | 58,289 “Shares”; no options; “Stock Units” column blank for Levenick; footnote: each individual’s beneficial ownership does not exceed 1% of outstanding shares . |
| Phantom units outstanding (SRP) | As of Dec 31, 2024 | 30,990 phantom units (Levenick) . |
| Director stock ownership guideline | Within 5 years must hold ≥5x annual cash retainer ($587,500); all directors ≥5 years in compliance at Dec 2024 . | |
| Anti‑hedging/pledging | Prohibited for directors and officers . |
Insider Trades (Form 4s; recent director grants/awards)
| Filing Date | Transaction Date | Nature | Amount | Source |
|---|---|---|---|---|
| 2025‑09‑03 | 2025‑09‑02 | Acquisition (non‑open market; director grant/award) | 265 shares; Direct | |
| 2025‑06‑03 | 2025‑06‑02 | Director equity awards (two entries reported) | 1,023 shares; 279 shares; Direct | |
| 2024‑06‑04 | 2024‑05‑31 | Director quarterly stock award | 712 shares; Direct |
Policy context: Directors are subject to ETR’s insider trading policy, trading windows, and approvals; hedging and pledging are prohibited .
Governance Assessment
- Effectiveness: As Lead Director and Corporate Governance Chair, Levenick anchors independent oversight (executive sessions at each regular Board meeting; agenda review; director evaluation process). His committee chairs oversee director nominations, compensation, and sustainability strategy—key levers for board effectiveness and ESG integration .
- Alignment: Director pay is primarily fixed retainer with service‑based equity (quarterly stock grants and SRP phantom units) and robust stock ownership guidelines; hedging/pledging bans strengthen alignment with shareholders .
- Independence/Conflicts: Board confirms independence; related‑party policy is administered by his committee; company reports no related‑party transactions since Jan 1, 2024 . His external boards (Grainger, Finning) are not disclosed as related‑party dealings; time‑commitment limits in place .
- Engagement signal: 2025 shareholder vote shows higher “Against” votes for Levenick relative to peers—monitor investor sentiment and any governance concerns; nonetheless, he was re‑elected and continues as Lead Director pending Board’s May 2025 lead director election cycle .
- Attendance: Strong engagement—≥96% attendance in 2024; active committee participation (Corporate Governance, Nuclear & Ops Oversight) .
RED FLAGS to monitor: Elevated “Against” votes in 2025 relative to other nominees; succession planning for Lead Director role given retirement policy (age 74) and upcoming lead director term election in May 2025 .
Positive signals: Independent leadership structure (Lead Director), third‑party facilitated board evaluations, strong ownership/anti‑hedging policies, sustainability oversight embedded in the Corporate Governance Committee .